Prosperity Bank to Purchase First Victoria National Bank

If you’re a First Victoria National Bank customer, your usual teller will soon be wearing a Prosperity Bank lapel pin.

First Victoria National Bank President Russell Marshall says Prosperity Bank, the second largest banking franchise in Texas, is purchasing First Victoria National Bank, the oldest independent bank in Texas, for around $374 million in cash and stocks, possibly the highest multiple paid for any bank in the nation in the last five years.

He says after the deal closes in about four or five months, and shouldn’t be that many changes locally.

Marshall says the main change in Bryan-College Station will be that First Victoria signs will come down and Prosperity signs will go up, and some employees might change locations.

Marshall says this deal has been in discussion since March, and he feels that the merger will benefit First Victoria customers the most by giving them more than 200 branches to do business across Texas and into Oklahoma.

He says they will possibly have a shareholders’ meeting in late September.

Prosperity Bancshares, Inc.® (NYSE: PB), the parent company of Prosperity Bank®, (collectively referred to as “Prosperity”) announced today the signing of adefinitive merger agreement with FVNB Corp. and its wholly owned subsidiary First Victoria National Bank (collectively referred to as “FVNB”) headquartered in Victoria, Texas, whereby First Victoria National Bank will be merged with and into Prosperity Bank. Prosperity has completed six (6) merger transactions in the last eighteen (18) months.
First Victoria National Bank operates thirty-four (34) banking offices (including one (1) loan
production office); four (4) in Victoria, Texas; seven (7) in the South Texas area including
Corpus Christi; six (6) in the Bryan/College Station area; five (5) in the Central Texas area
including New Braunfels; and twelve (12) in the Houston area including The Woodlands and
Huntsville. As of March 31, 2013, FVNB, on a consolidated basis, reported total assets of
$2.410 billion, total loans of $1.608 billion and total deposits of $2.147 billion.
Under the terms of the definitive agreement, Prosperity will issue approximately 5,570,818
shares of Prosperity common stock plus $91.250 million in cash for all outstanding shares of
FVNB Corp. capital stock, subject to certain conditions and potential adjustments.
M. Russell Marshall, CEO of FVNB, with his extensive experience in trust and wealth
management, will serve the combined entity as Chairman – Wealth Management/Private
Banking and will be responsible for the wealth management operations for all of Prosperity
Bank. Kenneth Vickers, Chief Lending Officer of FVNB, will join Prosperity as Senior EVP
and will serve on Prosperity Bank’s Executive Loan Committee and John Zacek, EVP of the
Victoria Region for FVNB, will become President – South Texas Area for Prosperity Bank and
will have management responsibilities for the Bank’s South Texas Area. Other area and regional
officers of FVNB that will join Prosperity Bank upon consummation of the merger include Tim
Jones as President – Bryan/College Station Area, Kevin Kaplan as Regional President – Corpus
Christi, Travis Freeman as Regional President – The Woodlands/Magnolia, Barry Williams as
Regional President – New Braunfels, and Royce Moran as Regional President – Victoria.
“I could not be more excited about joining forces with all of the professionals of First Victoria
National Bank,” commented David Zalman, Chairman and CEO of Prosperity. “We have always
had a great deal of respect for the bank and for the people that have contributed to its success.
Both of our banks do business in many of the same communities and we have knowledge of the
specific needs of those communities in terms of financial products as well as community support.
We believe this combination will further strengthen our already strong management and
operations teams in South Texas and increase our ability to effectively compete and serve our
customers. We look forward to joining with the new team members that we believe will help
Prosperity grow to the next level.”
“The merger of two great Texas banks, First Victoria National Bank, the oldest independent bank
in Texas, and Prosperity Bank, one of the largest and most successful banking franchises in
Texas, is excellent news for both our customers and shareholders,” said Russell Marshall,
President and Chief Executive Officer of FVNB. “Our customers can continue to expect the
same level of service and support that they are accustomed to with First Victoria, with the added
advantage of the much larger Prosperity network. Prosperity has an in-depth understanding of
our markets and with the enhanced products our combined institutions can offer, I believe our
customers will be pleased with this change. FVNB is excited to be joining such a great
organization.”
The merger has been unanimously approved by the Boards of Directors of both companies and is
expected to close during the fourth quarter of 2013, although delays may occur. The transaction
is subject to certain conditions, including the approval by FVNB’s shareholders and customary
regulatory approvals. Operational integration is anticipated to begin during the fourth quarter of
2013.
FVNB was advised in this transaction by Keefe, Bruyette & Woods as financial advisor and
Hunton & Williams LLP as legal counsel. Bracewell & Giuliani LLP was legal counsel to
Prosperity.
In addition to the information contained within this announcement, an Investor Presentation has
been posted on Prosperity’s website (www.prosperitybankusa.com) containing additional
information regarding this merger.
Prosperity Bancshares, Inc.® is a Houston, Texas based regional financial holding company,
formed in 1983 with $16.1 billion in assets (including the Coppermark Bancshares acquisition
completed on April 1, 2013). Operating under a community banking philosophy and seeking to
develop broad customer relationships based on service and convenience, Prosperity offers a
variety of traditional loan and deposit products to its customers, which consist primarily of small
and medium sized businesses and consumers. In addition to established banking products,
Prosperity offers a complete line of services including: Internet Banking services at
http://www.prosperitybankusa.com, Retail Brokerage Services, MasterMoney Debit Cards, 24
hour voice response banking, Trust and Wealth Management and Mobile Banking. Prosperity
currently operates two hundred nineteen (219) full service banking locations; fifty-eight (58) in
the Houston area; twenty (20) in the South Texas area including Corpus Christi and Victoria;
thirty-five (35) in the Dallas/Fort Worth area; twenty-two (22) in the East Texas area; thirty-four
(34) in the Central Texas area including Austin and San Antonio; thirty-four (34) in the West
Texas area including Lubbock, Midland/Odessa and Abilene; ten (10) in the Bryan/College
Station area; and six (6) in the Central Oklahoma area.
In connection with the proposed merger of FVNB Corp. into Prosperity Bancshares, Prosperity
Bancshares will file with the Securities and Exchange Commission a registration statement on
Form S-4 to register the shares of Prosperity’s common stock to be issued to the shareholders of
FVNB Corp. The registration statement will include a proxy statement/prospectus which will be
sent to the shareholders of FVNB Corp. seeking their approval of the proposed transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED
WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT PROSPERITY, FVNB CORP.
AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these documents through the website
maintained by the Securities and Exchange Commission at http://www.sec.gov. Documents filed
with the SEC by Prosperity will be available free of charge by directing a request by telephone or
mail to Prosperity Bancshares, Inc., Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas
77027 Attn: Investor Relations. Prosperity’s telephone number is (281) 269-7199.